0001144204-16-112223.txt : 20160708
0001144204-16-112223.hdr.sgml : 20160708
20160708154625
ACCESSION NUMBER: 0001144204-16-112223
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160706
FILED AS OF DATE: 20160708
DATE AS OF CHANGE: 20160708
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rouse Properties, Inc.
CENTRAL INDEX KEY: 0001528558
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500]
IRS NUMBER: 900750824
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: SUITE 2800
CITY: NEW YORK
STATE: NY
ZIP: 10036
BUSINESS PHONE: 212-608-5108
MAIL ADDRESS:
STREET 1: 1114 AVENUE OF THE AMERICAS
STREET 2: SUITE 2800
CITY: NEW YORK
STATE: NY
ZIP: 10036
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Corp
CENTRAL INDEX KEY: 0001504721
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759310
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield US Holdings Inc.
CENTRAL INDEX KEY: 0001504722
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759311
BUSINESS ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
BUSINESS PHONE: 416 956-5812
MAIL ADDRESS:
STREET 1: THREE WORLD FINANCIAL CENTER
STREET 2: 200 VESEY STREET, 11TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10281
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Holdings Canada Inc.
CENTRAL INDEX KEY: 0001540230
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759312
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: Brookfield Holdings Canada
DATE OF NAME CHANGE: 20120123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brookfield Property Partners Ltd
CENTRAL INDEX KEY: 0001560282
STATE OF INCORPORATION: D0
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759313
BUSINESS ADDRESS:
STREET 1: 73 FRONT STREET
STREET 2: 5TH FLOOR
CITY: HAMILTON
STATE: D0
ZIP: HM 12
BUSINESS PHONE: 212 417 7514
MAIL ADDRESS:
STREET 1: 73 FRONT STREET
STREET 2: 5TH FLOOR
CITY: HAMILTON
STATE: D0
ZIP: HM 12
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Partners Ltd
CENTRAL INDEX KEY: 0001540229
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759314
BUSINESS ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
BUSINESS PHONE: 416 956 5812
MAIL ADDRESS:
STREET 1: 181 BAY STREET
STREET 2: BROOKFIELD PLACE, SUITE 300
CITY: TORONTO
STATE: A6
ZIP: M5J2T3
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC.
CENTRAL INDEX KEY: 0001001085
STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
STATE OF INCORPORATION: A6
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35287
FILM NUMBER: 161759315
BUSINESS ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
BUSINESS PHONE: 416-363-9491
MAIL ADDRESS:
STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300
STREET 2: PO BOX 762
CITY: TORONTO
STATE: A6
ZIP: A6 M5J2T3
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN CORP/
DATE OF NAME CHANGE: 20010321
FORMER NAME:
FORMER CONFORMED NAME: EDPERBRASCAN CORP
DATE OF NAME CHANGE: 19970904
FORMER NAME:
FORMER CONFORMED NAME: BRASCAN LTD
DATE OF NAME CHANGE: 19950919
4/A
1
v443829_4a.xml
OWNERSHIP DOCUMENT
X0306
4/A
2016-07-06
2012-03-12
0
0001528558
Rouse Properties, Inc.
RSE
0001001085
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY ST, STE 300
PO BOX 762
TORONTO
A6
M5J2T3
ONTARIO, CANADA
0
0
1
0
0001540229
Partners Ltd
181 BAY STREET
BROOKFIELD PLACE, SUITE 300
TORONTO
A6
M5J2T3
ONTARIO, CANADA
0
0
1
0
0001560282
Brookfield Property Partners Ltd
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
1
0
0001540230
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
1
0
0001504722
Brookfield US Holdings Inc.
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
1
0
0001504721
Brookfield US Corp
BROOKFIELD PLACE
250 VESEY STREET, 15TH FLOOR
NEW YORK
NY
10281
0
0
1
0
Series I Preferred Stock Par Value $0.01
2016-07-08
4
J
0
193876.25
D
0
I
See footnotes
Common Stock Par Value $0.01
2016-07-08
4
J
0
499
A
1499
I
See footnotes
Common Stock Par Value $0.01
2016-07-08
4
J
0
1499
D
0
I
See footnote
LLC Interests of Rouse Properties, LLC
2016-07-08
4
J
0
1000
A
1000
I
See footnote
On July 6, 2016, pursuant to the Agreement and Plan of Merger by and among Rouse Properties, Inc. ("Rouse"), BSREP II Retail Pooling LLC ("Parent"), BSREP II Retail Holdings Corp. ("Acquisition Sub") and, solely for purposes of Section 10.14 therein, Brookfield Strategic Real Estate Partners II-A L.P., Brookfield Strategic Real Estate Partners II-A (ER) L.P., Brookfield Strategic Real Estate Partners II-B L.P., Brookfield Strategic Real Estate Partners II-C L.P., Brookfield Strategic Real Estate Partners II-C (ER) L.P. and Brookfield Strategic Real Estate Partners II BPY Borrower L.P., dated February 25, 2016 (the "Merger Agreement"), Acquisition Sub was merged with and into Rouse (the "Merger"), with Rouse surviving the Merger as the surviving corporation and a subsidiary of Parent (the "Surviving Corporation").
Upon the consummation of the Merger, each outstanding share of Series I Preferred Stock of Rouse Properties, Inc. was converted into 0.01 shares of Series I Preferred Stock of the Surviving Corporation and each share of common stock of Rouse was cancelled and each of the 1,000 outstanding shares of Acquisition Sub were converted into a share of common stock of the Surviving Corporation. Consequently, following the consummation of the Merger, BAM beneficially owned, through the Reporting Owners and Parent, 193,876.25 shares of Series I Preferred Stock of the Surviving Corporation and 1,000 shares of common stock of the Surviving Corporation. A copy of the Merger Agreement is filed as Annex A to Rouse's Proxy Statement on Form 14A filed on May 27, 2016.
On July 8, 2016, in connection with and prior to the conversion of Rouse from a corporation to limited liability company (the "Conversion"), BSREP II Retail Pooling LLC, an indirect subsidiary of the Reporting Owners ("Parent"), contributed to Rouse 193,876.25 shares of Series I Preferred Stock of Rouse (the "Exchange Shares") in exchange for the issuance by Rouse to Parent of 499 shares of common stock of Rouse, par value $0.01 (the "Exchange"). Following the Exchange, the Exchange Shares were cancelled and BAM, through the Reporting Owners and Parent, indirectly held 1,499 shares of common stock of Rouse.
On July 8, 2016, upon the consummation of the Conversion, each of the 1,499 shares of common stock of Rouse held indirectly by BAM was converted into 1,000 limited liability company interests of Rouse Properties, LLC.
/s/ A.J. Silber, Vice President, Legal Affairs, BROOKFIELD ASSET MANAGEMENT INC.
2016-07-08
/s/ Brian D. Lawson, Director, /s/ Tony Rubin, Treasurer, PARTNERS LIMITED
2016-07-08
/s/ Jane Sheere, Secretary, BROOKFIELD PROPERTY PARTNERS LIMITED
2016-07-08
/s/ A.J. Silber, Vice President, BROOKFIELD HOLDINGS CANADA INC.
2016-07-08
/s/ A.J. Silber, Director, BROOKFIELD US HOLDINGS INC.
2016-07-08
/s/ Mark Srulowitz, President, BROOKFIELD US CORP
2016-07-08